7. Title. Purchaser acknowledges that it has reviewed
title to the Property and that Purchaser accepts the condition of title as it
exists on the date (the Title Examination Date) of the title report already
procured by or on behalf of Purchaser; provided, however, that Seller shall
convey title to the Property in such condition at Closing; and provided,
further that Seller shall remove at or before Closing any financing encumbrances
incurred by Seller on the Property. If
the status of title on the Closing Date is not in the same condition as existed
at Title Examination Date, Purchaser may (i) accept title in its current
form and proceed to Closing or (ii) terminate this Contract, whereupon the
Deposit shall be returned to Purchaser and both parties shall be relieved from
all further liability hereunder except for Purchasers indemnification
obligations under Sections 6 and 25 hereof.

4. Title.

4.01 The Purchaser shall promptly order a
title report of the Real Property from a national title insurance company
licensed to do business in the Commonwealth of Virginia or such companys
agent. The Purchaser shall promptly inform
the Seller and its counsel of any title defect (including any defect disclosed
by a survey of the Premises) not among the Permitted Title Exceptions after
learning of the same and deliver a copy of such title report (and any survey
prepared on behalf of or obtained by the Purchaser) to the Seller promptly
after the receipt of the same, but not later than the last day of the Due
Diligence Period. If the Purchaser shall
fail to notify the Seller and its counsel of the existence of any title
exception or defect not among the Permitted Title Exceptions by the expiration
of the Due Diligence Period, then objection to such title exceptions and
defects shall be deemed to have been waived by the Purchaser, and such title
exceptions and defects shall be deemed to be Permitted Title Exceptions. If any title exception or defect not among
the Permitted Title Exceptions shall arise after the Due Diligence Period, the
Purchaser shall notify the Seller thereof within two (2) Business Days of the
Purchasers becoming aware of the same or such title exceptions and defects
shall likewise be deemed to have been waived by the Purchaser and such title
exceptions and defects shall be deemed to be Permitted Title Exceptions.

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4.02 The Seller shall not be obligated to
cure any title defect or to remove any exception to title not among the
Permitted Title Exceptions (including any violation noted or issued, of any
building, fire, safety, Environmental Law, or other law, code, ordinance or
regulation affecting the Real Property), if the aggregate cost of curing all
such title defects and removing such exceptions not among the Permitted Title
Exceptions (including any violation noted or issued, of any building, fire,
safety, Environmental Law or other law, code, ordinance or regulation affecting
the Real Property) shall exceed the Cure Amount, except that the Seller shall
cause any mortgage (or deed of trust) of the Real Property securing
indebtedness for borrowed money, and any judgment against the Seller and
mechanics or other statutory liens, encumbering the Real Property to be
discharged of record irrespective of the amount. If the Seller elects to cure any title defect
or to remove any exception to title not among the Permitted Title Exceptions
(including any violations noted or issued, of any or all building, fire, safety
and other laws, codes, ordinances and regulations affecting the Real Property),
(which election shall be made by the Seller within five (5) Business Days after
receipt of the Purchasers objections), it shall be entitled to adjourn the
Closing Date for up to sixty (60) days to attempt to cure such defect or remove
such exception. Notwithstanding anything
herein contained to the contrary, the Seller shall not be obligated to
institute or prosecute any legal proceeding to cure or discharge any title
defect or exception to title.

4.03 If the Seller shall have notified the
Purchaser of the Sellers unwillingness or inability to cure title defects or
remove exceptions not among the Permitted Title Exceptions or among those title
exceptions that the Seller has agreed to discharge pursuant to Section 4.02
hereof, because the cost of curing such title defects or removing such
exceptions will exceed the Cure Amount, or if, as of the Closing Date (as the
same may have been adjourned as provided in this Agreement), the Seller is
unable to convey Acceptable Title to the fee simple of the Premises to the
Purchaser, then the Purchaser may, upon notice to the Seller, terminate this
Agreement. The Purchaser may elect to
consummate this transaction subject to such title defects or exceptions upon
all of the terms and provisions and subject to all of the conditions set forth
in this Agreement (except the obligation of the Seller to convey Acceptable
Title) by giving notice to the Seller within five (5) Business Days after the
effective date of the Sellers notice.
If the Purchaser shall elect to consummate this transaction as provided
in the Purchasers notice, the Seller shall convey the Property to the
Purchaser without diminution of the Purchase Price, subject to the Permitted
Title Exceptions and such additional title exceptions as the Seller shall have
elected not to cure or remove except that Purchaser shall be entitled to a
credit against the Purchase Price equal to the Cure Amount and subject to the
Sellers obligations to satisfy mortgages and liens pursuant to Section
4.02. If the Purchaser shall have
elected to terminate this Agreement pursuant to this Section 4.03 and such
election shall not have been canceled as provided above in this Section 4.03,
then the Seller and the Purchaser shall instruct the Escrow Agent to disburse
the Escrow Fund to the Purchaser, and no party shall have any further rights or
obligations hereunder. Such rights to
terminate this Agreement and to receive the Escrow Fund shall be the
Purchasers sole remedies if the Seller is unwilling or unable to cure or
remove any such title defect or exception.

TITLE

3.01Title. The Seller covenants that
it is, or will be, the fee simple owner of the Commercial Units, subject to all
instruments forming the chain of title to the Commercial Units, that it has
full legal, beneficial, and equitable ownership of the Commercial Units and
that it has the right and power to convey the Commercial Units. The Commercial Units are to be sold and
conveyed free of liens, and title is to be good of record, merchantable and
insurable. Title shall be fully
insurable under a full coverage owners title policy issued by a recognized
title insurance company of Purchasers choice, at standard rates and without
requirement or exception subject, however, to the Declaration of Condominium,
to all standard pre-printed exceptions and to any easements, covenants,
rights-of-way or declaration of covenants of record. On or before sixty (60) days after the
Effective Date, Purchaser will cause an examination of title to the Commercial
Units to be made (the Title Examination).
Purchaser shall advise Seller in writing on or before such sixty (60)
day period (hereinafter referred to as the Title Notice) of any item other
than the Permitted Exceptions that, in Purchasers sole discretion, will
impede, hinder use of, or unreasonably interfere with Purchasers intended
buildout and use of the Commercial Units (hereinafter referred to as Objections). Any item contained in the Title Examination
not set forth on the Title Notice shall be considered a Permitted
Exception. If any such Objection shall
be of such a nature that it can be corrected by proper and efficient action,
including legal action, by Seller, then Seller, at Sellers sole option, may
take appropriate action, legal or otherwise, to promptly cure said defect. Seller shall advise Purchaser in writing
within five (5) business days of receipt of the Title Notice of any
Objections which Seller determines it will be unwilling and/or unable to so
cure at or prior to the initial settlement and closing; and it shall be a
condition precedent to such closing that all Objections that Seller is
obligated to cure shall be cured by Seller at or prior to such closing. In the event Seller advises Purchaser of its
unwillingness and/or inability to so cure one or more Objections, Purchaser
may, at its

3

option,
within five (5) days from receipt of Sellers response, elect to either (i) waive
such Objections and proceed with this Agreement; or (ii) terminate this
Agreement.

Notwithstanding
anything to the contrary above, any deeds of trust, judgments, unpaid state or
federal taxes, inheritances taxes, unpaid real estate taxes, or any other liens
against the Commercial Units that can be cured by the payment of money shall be
first paid and released of record by the settlement agent or attorney at
settlement (if not sooner paid and released of record by Seller), utilizing the
proceeds paid by Purchaser at settlement.

The
state of title at date of each settlement and closing shall be the same as is
disclosed by the Title Examination, except for recordation of the Declaration
of Condominium and those other matters which are approved by Purchaser, or
Seller shall be in default and Purchaser may exercise its remedies pursuant to
this paragraph or Paragraph 9.02 hereof.